EX-4.11 Equity Pledge Agreement






Exhibit 4.11




EQUITY PLEDGE AGREEMENT




between




Qian Cheng Wu You Network Information Technology (Beijing) Company Limited




and




JIN Weimin and WANG Tao




September 11, 2007




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	ARTICLE 1

	 	CREATION OF PLEDGE ON THE PLEDGED EQUITIES
	 	 	3	 
	ARTICLE 2

	 	COVERAGE OF SECURITY
	 	 	3	 
	ARTICLE 3

	 	PLEDGED EQUITIES
	 	 	3	 
	ARTICLE 4

	 	REPRESENTATIONS AND WARRANTIES BY PARTY B
	 	 	4	 
	ARTICLE 5

	 	SPECIAL AGREEMENTS
	 	 	5	 
	ARTICLE 6

	 	DISPOSAL OF THE PLEDGED EQUITIES
	 	 	7	 
	ARTICLE 7

	 	REGISTRATIONS
	 	 	8	 
	ARTICLE 8

	 	TERM AND TERMINATION OF PLEDGE
	 	 	8	 
	ARTICLE 9

	 	TAXES AND FEES
	 	 	8	 
	ARTICLE 10

	 	LIABILITIES FOR BREACH OF CONTRACT
	 	 	8	 
	ARTICLE 11

	 	FORCE MAJEURE
	 	 	8	 
	ARTICLE 12

	 	NOTICE
	 	 	9	 
	ARTICLE 13

	 	DISPUTES RESOLUTIONS
	 	 	9	 
	ARTICLE 14

	 	MODIFICATIONS AND AMENDMENTS
	 	 	9	 
	ARTICLE 15

	 	SEVERABILITY
	 	 	9	 
	ARTICLE 16

	 	JOINT AND SEVERABLE LIABILITY
	 	 	10	 
	ARTICLE 17

	 	APPENDIX
	 	 	10	 
	ARTICLE 18

	 	MISCELLANEOUS
	 	 	10	 
	 
	 	 	 	 	 	 
	APPENDIX I

	 	PARTICULARS
	 	 	11	 
	 
	 	 	 	 	 	 
	APPENDIX II

	 	SHAREHOLDERS MEETING RESOLUTION
	 	 	12	 
	 
	 	 	 	 	 	 
	APPENDIX III

	 	SHAREHOLDERS LIST FOR BEIJING RUN AN INFORMATION

CONSULTANCY COMPANY LIMITED
	 	 	13	 






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EQUITY PLEDGE AGREEMENT



This EQUITY PLEDGE AGREEMENT (hereinafter referred to as “Agreement”) is made and entered into on
the 11th day of September, 2007 by and between the following parties:





			
	Pledgee:	 	Qian Cheng Wu You Network Information Technology (Beijing)
Company Limited (“Party A”); and






			
	Pledgor:	 	Mr. JIN Weimin and Mr. WANG Tao (JIN Weimin and WANG Tao
hereinafter referred to as “Party B” collectively)





WHEREAS:





	1.	 	Party B are shareholders of Beijing Run An Information Consultancy Company Limited (“Run
An”), in where JIN Weimin holds 50% equity interest and WANG Tao holds 50% equity interest;
	 
	2.	 	According to the Technical and Consulting Service Agreement entered into by and between Party
A and Run An on September 11, 2007 (hereinafter referred to as the “Master Agreement”), Run An
shall engage Party A as its exclusive technology provider, and shall pay the relevant service
fee to Party A. The term for the Master Agreement is ten (10) years;
	 
	3.	 	In order to secure the performance of the obligations of Run An under the Master Agreement,
Party B will pledge to Party A all the equity interest it holds in Run An, and Party A agrees
to accept such pledge.




NOW THEREFORE, with respect to the aforesaid pledge of equity, the Parties to this Agreement hereby
mutually agree through consultations as follows:




Article 1 Creation of Pledge on the Pledged Equities



As a security for Run An to perform all of its obligations under the Master Agreement, Party B
agrees to pledge to Party A 100% of the equity of Run An held by Party B (“Pledged Equities”), and
Party A agrees to accept from Party B such pledge.




Article 2 Coverage of Security



The pledge provided by Party B as a security shall cover the obligations under the Master
Agreement, penalties, compensations, the expenses for exercise of the right of pledge, and all
other payments payable.




Article 3 Pledged Equities



Particulars for Party B, Run An and the Pledged Equities are set out in Appendix I hereto.




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Article 4 Representations and Warranties





	4.1	 	Party A represents and warrants that:






	 	4.1.1	 	Party A is a company incorporated and registered and duly existing under the PRC
laws;
	 
	 	4.1.2	 	Party A has the power and authorization to execute and perform this Agreement. The
execution and performance by Party A of this Agreement are in compliance with the business
scope, and the articles of association or other incorporation documents of Party A. Party
A has obtained all necessary and appropriate approvals and authorizations to execute and
perform this Agreement;
	 
	 	4.1.3	 	The execution and performance by Party A of this Agreement are not against any law
or regulation, or any government approval, authorization, notice or other government
document, which is binding upon or affects Party A, nor are such execution and performance
against any agreement concluded by Party A and any third party, or any covenant made by
Party A to any third party; and
	 
	 	4.1.4	 	Upon the execution of this Agreement, this Agreement shall constitute valid
obligations of Party A which are enforceable against Party A.






	4.2	 	Party B represents and warrants that:






	 	4.2.1	 	Run An is a limited liability company organized and registered and duly existing
under the PRC laws, and has the authorization to provide human resources service and
Internet content consulting service;
	 
	 	4.2.2	 	Party B has the power and authorization to execute and perform this Agreement, and
Party B has obtained all necessary and appropriate approvals and authorizations to execute
and perform this Agreement;
	 
	 	4.2.3	 	Party B has obtained a resolution required for the execution of this Agreement from
the shareholders meeting of Run An, which resolution is attached hereto as Appendix II;
	 
	 	4.2.4	 	The execution and performance by Party B of this Agreement are not against any law
or regulation, or any government approval, authorization, notice or other government
document, which is binding upon or affects Party B, nor are such execution and performance
against any agreement concluded by Party B and any third party, or any covenant made by
Party B to any third party;
	 
	 	4.2.5	 	Upon the execution of this Agreement, this Agreement shall constitute valid
obligations of Party B enforceable against Party B;
	 
	 	4.2.6	 	Party B has fully paid up all required capital contributions according to the law in
connection with the Pledged Equities and has obtained the capital verification report
issued by a qualified accounting firm regarding the capital contributions;




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	 	4.2.7	 	As of the execution date of this Agreement, no currently valid mortgage, pledge or
any other security arrangements has been created on the Pledged Equities;
	 
	 	4.2.8	 	As of the execution date of this Agreement, there is no offer made by Party B to any
third party to transfer the Pledged Equities hereunder, nor is there any covenant made by
Party B with respect to any offer made by any third party to purchase the Pledged Equities
hereunder;
	 
	 	4.2.9	 	As of the execution date of this Agreement, there is no agreement entered into by
and between Party B and any third party to transfer the Pledged Equities hereunder.
	 
	 	4.2.10	 	As of the execution date of this Agreement, there is no dispute, litigation,
arbitration, administrative procedures or any other legal procedures in connection with
Party B, Run An and/or the Pledged Equities, nor is there any potential dispute,
litigation, arbitration, administrative procedures or any other legal procedures in
connection with Party B, Run An and/or the Pledged Equities.





Article 5 Special Agreements





	5.1	 	From the date of this Agreement to the date when Run An fully performs its obligations under
the Master Agreement (hereinafter referred to as “Pledge Termination Date”), Party B shall not
conduct any of the following without the prior written consent of Party A:






	 	5.1.1	 	create any mortgage, pledge or other security arrangement on the Pledged Equities;
	 
	 	5.1.2	 	take any actions which may hamper Party A’s rights against the Pledged Equities or
any of Party A’s rights under this Agreement;
	 
	 	5.1.3	 	Party B shall not transfer the Pledged Equities or otherwise dispose of any rights
in the Pledged Equities without the written consent of Party A; or
	 
	 	5.1.4	 	Party B undertakes that, without the prior written consent of Party A, Party B shall
not take any actions or omissions that may materially affect the assets, business or
liabilities of Run An.






	5.2	 	To avoid any depreciation of the Pledged Equities due to the operation of Run An, before
Party B decides on any of the following matters, a prior written consent shall be obtained
from Party A:






	 	5.2.1	 	profit distributions;
	 
	 	5.2.2	 	increase or decrease of the registered capital;
	 
	 	5.2.3	 	issuance of bonds;
	 
	 	5.2.4	 	merge, split up or any change in the form of the entity;




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	 	5.2.5	 	dissolution and liquidation;
	 
	 	5.2.6	 	any change of the business scope;
	 
	 	5.2.7	 	amendment of the articles of association;
	 
	 	5.2.8	 	borrowing from any third party or assumption of any indebtedness to any third party
in the name of Run An; and
	 
	 	5.2.9	 	appointment of the member of the board of Run An.






Party B further agrees that Party A shall recommend the candidates of the general manager and
other senior executives of Run An and Party B shall cause the board of directors to appoint the
general manager and other senior executives only from those candidates recommended by Party A.




	5.3	 	Party B hereby irrevocably grants Party A and/or the company or individual designated by
Party A the option to purchase Party B’s equity interest in Run An (“Option”) as follows:






	 	5.3.1	 	To the extend permitted under PRC laws, Party A and/or the company or individual
designated by Party A shall exercise the Option, in whole or in part, at any time during
the term of this Agreement to acquire from Party B and hold the equity interest of Run An.
Upon the full exercise of the Option, Party A and/or the company or individual designated
by Party A will acquire from Party B and hold 100% of the equity . In the event that the
then applicable PRC laws prohibit Party A and/or the company or individual designated by
Party A from fully exercising the Option, Party A and/or the company or individual
designated by Party A shall exercise the Option to the fullest extent permitted by the
applicable law. The Option price shall be the lowest price permitted under the applicable
laws.
	 
	 	5.3.2	 	Upon the exercise of the Option by Party A and/or the company or individual
designated by Party A, Party B is obligated to transfer the relevant equity to Party A
and/or the company or individual designated by Party A.
	 
	 	5.3.3	 	Party B hereof agrees that, without the written consent of Party A, it will not
grant a third party the same or similar option.
	 
	 	5.3.4	 	Party A and/or the company or individual designated by Party A shall exercise the
Option in a manner permitted by law at any time after the date of this Agreement. To the
extent permitted under PRC laws, Party A and/or the company or individual designated by
Party A may exercise the Option, in whole or in part, and at one time or otherwise
purchase the equity that it has the right to purchase under this Agreement.
	 
	 	5.3.5	 	When Party A and/or the company or individual designated by Party A exercises the
Option, it shall issue Party B an Option Notice with respect to the exercise of such




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	 	 	Option. Once the Option Notice is issued, Party B shall promptly perform its
obligation to transfer such equity to Party A and/or the company or individual
designated by Party A.
	 
	5.3.6	 	Party B shall, within 60 days following the issuance of the Option Notice by Party A
and/or the company or individual designated by Party A to Party B, complete all procedures
and formalities necessary for Party A and/or the company or individual designated by Party
A to acquire the relevant equity and become the legal holder of such equity.





Article 6 Disposal of the Pledged Equities





	6.1	 	In case of occurrence of any one or several of the following events during the term of the
pledge hereunder, Party A shall have the right to dispose of the Pledged Equities under this
Agreement in accordance with the law and this Agreement:






	 	6.1.1	 	Run An is in default under the Master Agreement;
	 
	 	6.1.2	 	Run An breaches any provisions contained herein,
	 
	 	6.1.3	 	Pledgor breaches any representation, warranty or covenant it makes under Article 4
and Article 5 hereof;
	 
	 	6.1.4	 	Run An suspends its operations or is dissolved, or is ordered to suspend its
operations or to dissolve, or is declared insolvent;
	 
	 	6.1.5	 	Run An is involved in any dispute, litigation, arbitration, administrative
procedures or any other legal procedures which, in the opinion of Party A, are capable of
affecting the performance of the Master Agreement and/or this Agreement; or
	 
	 	6.1.6	 	other occurrences stipulated by relevant laws and regulations.






	6.2	 	Upon the occurrence of any one or several of the above events, and subject to the relevant
laws and regulations, Party A shall have the right to dispose of the Pledged Equities in any
one or several of the following manners:






	 	6.2.1	 	convert the Pledged Equities into value;
	 
	 	6.2.2	 	auction or sale of the Pledged Equities;
	 
	 	6.2.3	 	in other manners permitted by the relevant laws and regulations.






	6.3	 	The proceeds received by Party A by disposing of the Pledged Equities hereunder according to
the foregoing provisions shall be used in the following priority:






	 	6.3.1	 	to pay for all necessary taxes and fees incurred due to the disposal of the Pledged
Equities;
	 
	 	6.3.2	 	to pay for amounts payable by Run An to Party A under the Master Agreement




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	 	 	 	within the coverage set forth in Article 2 hereof, and amounts payable to Party A due
to breach of this Agreement by Party B; and
	 
	 	6.3.3	 	the remaining proceeds after all the above payments have been made shall be refunded
to Party B.






	6.4	 	At the time of the disposal of the Pledged Equities by Party A and upon request of Party A,
Party B shall provide all relevant documents requested by Party A and Party A’s agents,
complete and assist Party A in completing the procedures for all approvals of and registration
with the government authority in connection with the disposal of the Pledged Equities.





Article 7 Registrations



At the same time of the execution of this Agreement, the Pledged Equities under this Agreement
shall be recorded on the shareholders list of the Run An as set out in Appendix III hereto.




Article 8 Term and Termination of Pledge





	8.1	 	The Pledge Term shall commence on the effective date of this Agreement, ending on the day
when Run An completes the performance of all of its obligations under the Master Agreement.
	 
	8.2	 	The pledge of the Pledged Equities shall be automatically terminated upon the expiration of
the aforesaid Pledge Term. The termination of the pledge shall be recorded on the
shareholders list of Run An.





Article 9 Taxes and Fees



All taxes and fees incurred by the Parties hereto due to the execution and performance of this
Agreement shall be borne by the Parties in accordance with the relevant provisions of PRC laws.




Article 10 Liabilities for Breach of Contract





	10.1	 	In the event of any loss suffered by one Party hereto due to any breach of this Agreement by
the other Party, such defaulting Party shall be liable pursuant to the law for all losses thus
caused to the non-defaulting Party.
	 
	10.2	 	Any allowance, grace period and deferred exercise of the rights entitled under this Agreement
granted by one Party in connection with the other Party’s default or delay shall not be deemed
as a waiver by such Party of any of its rights.





Article 11 Force Majeure





	11.1	 	For the purpose of this Agreement, a force majeure event shall refer to government act, fire,
explosion, typhoon, flood, earthquake, tide, lightning, war, or any event which is
unforeseeable by and beyond the control of any Party (hereinafter referred to as a “Force
Majeure Event”). If any Force Majeure Event occurs to any Party hereto, such Party shall
notify the other Party in a timely manner.




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	11.2	 	In the event of any Force Majeure Event, no Party shall be held liable for any damage, loss
or increased cost caused by its failure of or delay in the performance of this Agreement due
to such Force Majeure Event, and such failure of or delay in the performance of this Agreement
due to any Force Majeure Event shall not be deemed as a breach of this Agreement. The Party
affected by a Force Majeure Event shall take appropriate measures to set off or minimize the
effects of such Force Majeure Event, and shall exert its best efforts to perform any of its
obligation the performance of which has been prevented or delayed due to such Force Majeure
Event. The Parties hereto agree that, upon termination of such Force Majeure Event, they
shall exert their best efforts to perform this Agreement.





Article 12 Notice



All notices hereunder shall be either delivered by personal delivery or via facsimile or registered
mail. A notice, if sent by registered mail, shall be deemed to have been served on the date of the
receipt as specified on the return receipt of the registered mail, or if sent by personal delivery
or via facsimile, shall be deemed to have been served on the date immediately following the date on
which such notice is sent. If a notice is sent via facsimile, the original of such notice shall be
sent by registered mail or by personal delivery immediately after the transmission.




Article 13 Disputes Resolutions





	13.1	 	If any dispute arises from the interpretation and performance of this Agreement, the Parties
hereto shall first settle such dispute through friendly consultations. Should such dispute
fail to be settled through the consultations, either Party may submit such dispute to China
International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration. The
arbitration shall be conducted in Beijing according to the then applicable arbitration rules
of CIETAC. The arbitration award shall be final and binding upon both Parties.
	 
	13.2	 	In the event of any dispute arising out of the interpretation and performance hereof or if
any such dispute is under arbitration, each Party hereto shall continue to exercise its other
rights and perform its other obligations under this Agreement not subject to the disputes.





Article 14 Modifications and Amendments



This Agreement may be modified or supplemented by written agreement between the Parties hereof.
Any amendment agreement and/or supplementary agreement concluded between the Parties hereto
regarding this Agreement shall be an integral part of this Agreement and shall have the same force.




Article 15 Severability



The invalidity of any provisions under this Agreement shall not affect the validity of other
provisions hereunder.




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Article 16 Joint and Severable Liability



JIN Weimin and WANG Tao shall, jointly and severally, be liable for the obligations under this
Agreement.




Article 17 Appendix



Appendixes attached to this Agreement shall constitute an integral part of this Agreement and shall
have the same force.




Article 18 Miscellaneous



The Parties have caused their respective duly authorized representatives to execute this Agreement
and affixed their respective company seal hereto on the day and year first written above. This
Agreement shall become effective on the date when the pledge has been recorded on the shareholders
list of Run An. This Agreement shall be written in three (3) counterparts, each of Party A and
Party B shall hold one counterpart. All counterparts shall have the same force.



Party A (Pledgee): Qian Cheng Wu You Network Information Technology (Beijing) Company Limited



[Company Seal of Qian Cheng Wu You Network Information Technology (Beijing) Company Limited]



Authorized representative: ___________________________



Party B (Pledgor):




	 	 	 	 	 
	/s/ JIN Weimin
 	 	 


JIN Weimin




	 	 	 	 	 
	 	 	 
	/s/ WANG Tao
 	 	 


WANG Tao




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Appendix I
Particulars




	 	 	 
	Pledgor:

	 	JIN Weimin
	 
	 	 
	Nationality:

	 	China
	 
	 	 
	Address:

	 	No. 2-25, Tuan Jie Building, Shang Jian Road, Xian
	 
	 	 
	Telephone:
	 	 
	 
	 	 
	Pledgor:

	 	WANG Tao
	 
	 	 
	Nationality:

	 	China
	 
	 	 
	Address:

	 	No. 6, Deng Lai Hutong, Xuanwu District, Beijing
	 
	 	 
	Telephone:
	 	 
	 
	 	 
	Run An:
	 	 
	 
	 	 
	Enterprise Name:

	 	Beijing Run An Information Consultancy Company Limited
	 
	 	 
	Establishment Date:

	 	January 29, 1997





Registered Address: Room 704, Building B, Global Trade Center, No. 36 North Third Circle Road (E),
Dong Cheng District, Beijing, China



Shareholders: Mr. JIN Weimin and Mr. WANG Tao, where Mr. JIN Weimin holds 50% equity interest of
Run An, and Mr. WANG Tao holds 50% equity interest.




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Appendix II Resolution of Shareholders Meeting of Beijing Run An Information Consultancy Company
Limited



The shareholders meeting of Beijing Run An Information Consultancy Company Limited (the “Company”)
made this resolution as follows with unanimous vote with respect to the Equity Pledge Agreement
entered into by and between the shareholders of the Company and Qian Cheng Wu You Network
Information Technology (Beijing) Company Limited on September 11, 2007.



Resolved and approved that the shareholders of the Company pledge 100% equity of the Company to
Qian Cheng Wu You Network Information Technology (Beijing) Company Limited.



This Shareholders Meeting Resolution is executed by and submitted to the following shareholders on
September 11, 2007:



Shareholder: JIN Weimin




	 	 	 	 	 
	/s/ JIN Weimin
 	 	 
	 


Shareholder: WANG Tao




	 	 	 	 	 
	/s/ WANG Tao
 	 	 



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Appendix III Shareholders List for Beijing Run An Information Consulting Company Limited




	 	 	 	 	 	 	 	 	 
	 	 	Proportionate	 	 	 	 
	Shareholder	 	Contribution	 	Particulars of Shareholder	 	Shareholder Pledge Registration
	JIN Weimin

	 	 	50	%	 	Nationality: China 

Address: No. 2-25, Tuan
Jie Building, Shang Jian
Road, Xian

Telephone:
	 	In accordance with the Equity
Pledge Agreement entered into
by and between JIN Weimin and
WANG Tao and Qian Cheng Wu You
Network Information Technology
(Beijing) Company Limited.
Dated September 11, 2007, JIN
Weimin has pledged all of his
equity in Run An to Qian Cheng
Wu You Network Information
Technology (Beijing) Company
Limited. The registration
date for the Equity Pledge
shall be the execution date of
such Equity Pledge Agreement.
	 
	 	 	 	 	 	 	 	 
	WANG Tao

	 	 	50	%	 	Nationality: China 


Address: No. 6, Deng Lai
Hutong, Xuanwu District,
Beijing 

Telephone:
	 	In accordance with the Equity
Pledge Agreement entered into
by and between JIN Weimin and
WANG Tao and Qian Cheng Wu You
Network Information Technology
(Beijing) Company Limited.
dated as of September 11,
2007, WANG Tao has pledged all
of his equity in Run An to
Qian Cheng Wu You Network
Information Technology
(Beijing) Company Limited.
The registration date for the
Equity Pledge Agreement shall
be the execution date of such
Equity Pledge Agreement.





Beijing Run An Information Consultancy Company Limited



[Company
Seal of Beijing Run An Information Consultancy Company Limited]



Legal Representative: _____________________________________



Shareholder: ____________________________________________



Shareholder: ____________________________________________



Date: September 11, 2007





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